Craig Macnab
About Craig Macnab
Craig Macnab, age 69, has served as an independent director of Independence Realty Trust (IRT) since February 2024. He is a member of the Investment Committee and the Risk Committee at IRT and brings extensive REIT leadership and public company board experience. He holds a Bachelor of Commerce in Economics and Accounting from the University of the Witwatersrand and an MBA from Drexel University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Retail Properties (NYSE: NNN) | Chairman & CEO (CEO since 2004) | 2008–Apr 2017 | Led a public REIT; retired April 2017 |
| JDN Realty | CEO & President | 2000–2003 | CEO/President of publicly traded REIT |
| DDR Corp. (NYSE: DDR) | Director | 2003–2015 | Board experience in retail real estate |
| Eclipsys Corporation | Director | 2008–2014 | Board member, healthcare IT |
| Forest City Realty Trust (NYSE: FCEA) | Director | 2017–2018 | Board member during strategic transition |
| Cadillac Fairview (private) | Director | Sep 2011–Dec 2022 | Long-term private company board service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| VICI Properties (NYSE: VICI) | Independent Director | 2017–present | Chair, Compensation Committee (since 2019); Member, Audit Committee (since 2020) |
| American Tower (NYSE: AMT) | Independent Director | 2014–present | Independent director (committees not specified in IRT proxy) |
Board Governance
- Independence: The Board affirmatively determined Macnab is independent under NYSE standards (8 of 10 nominees are independent) .
- Committees at IRT: Investment Committee member; Risk Committee member (as of Feb 5, 2025). In 2024, committee membership table shows no committee assignment for Macnab, reflecting his February 2024 appointment and subsequent refresh in 2025 .
- Appointment context: Added in 2024 under a Cooperation Agreement with Argosy-Lionbridge; Board size increased from 9 to 10 to appoint Macnab; agreement terminated after standstill period .
- Attendance/engagement: In 2024, all then-serving directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting (in person or by video) .
- Board leadership: Combined Chair/CEO structure with a Lead Independent Director (Dr. Soaries since Feb 5, 2025; Purcell previously) .
- Committee activity: Meetings held in 2024—Audit: 10; Compensation: 6; Nominating: 6; Investment: 9; Risk: 4 .
- Committee charters: Risk Committee oversees ERM, risk tolerance, cybersecurity/privacy; Investment Committee oversees capital structure, investments/returns .
- Policies supporting governance: Corporate Governance Guidelines, charters, Clawback Policy, Insider Trading Policy, Stock Ownership Guidelines, Whistleblower Policy .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Macnab) | $71,625 | Partial-year due to 2024 appointment; committee fees per schedule |
| Stock Awards (Macnab) | $96,764 | SEC grant-date value basis; 5,516 shares granted on May 15, 2024 vested immediately |
| Total (Macnab) | $168,389 | Cash + equity |
| 2024 Director Fee Schedule | Amount | Effective Date/Notes |
|---|---|---|
| Board annual cash retainer (non-management directors) | $80,000 → $90,000 | Increased effective July 16, 2024 |
| Annual equity award (value using 20-day VWAP) | $90,000 | 2024 award; each director received 5,516 shares on May 15, 2024 (vested immediately) |
| Lead Independent Director retainer | $25,000 cash | 2024 |
| Audit Committee Chair | $20,000 cash | 2024 |
| Compensation Committee Chair | $15,000 cash | 2024 |
| Nominating Committee Chair | $10,000 → $12,500 cash | Increased effective July 16, 2024 |
| Investment Committee Chair | $5,000 cash | 2024 |
| Risk Committee Chair | $5,000 cash | 2024 |
| Audit Committee member | $7,500 → $10,000 cash | Increased effective July 16, 2024 |
| Comp/NGC/Investment/Risk member | $5,000 cash | Each |
| Education reimbursement | Up to $3,500 annually | 2024 |
- 2025 change: Annual director equity award increased to $100,000 (20-day VWAP basis); otherwise structure unchanged .
Performance Compensation
| Component | Metric/Structure | Grant/Terms |
|---|---|---|
| Annual equity grant (non-employee directors) | Time-based stock grant; not performance-conditioned | 5,516 shares granted May 15, 2024; vested immediately |
| Options/PSUs (directors) | Not disclosed in 2025 proxy’s director compensation section | No option awards reported for directors in the section cited |
| Clawback Policy | Adopted; available among governance documents | Clawback Policy referenced in governance documents list |
Equity grants for directors are immediate-vest stock awards; no performance metrics (e.g., TSR, EBITDA) are cited for director equity in the proxy’s director compensation section .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| VICI Properties (NYSE: VICI) | Independent Director; Comp Committee Chair; Audit Committee member | REIT sector overlap but no IRT-related party transactions disclosed; IRT has Audit Committee oversight for related-party reviews |
| American Tower (NYSE: AMT) | Independent Director | Different REIT segment; no IRT conflict disclosed; policy-based oversight in place |
- Governance highlights include a Limitation of Service on other boards policy at IRT, supporting director capacity and effectiveness .
Expertise & Qualifications
- Former Chairman/CEO of a public REIT (NNN), prior CEO/President roles; substantial REIT leadership experience .
- Current Compensation Committee Chair and Audit Committee member at VICI; indicates compensation governance and financial oversight expertise .
- Education: Bachelor of Commerce (Economics & Accounting), University of the Witwatersrand; MBA, Drexel University .
- Selected for IRT Board due to extensive public/private board service and REIT leadership experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Craig Macnab | 5,616 | ~0.0024% (5,616 / 231,116,976) | March 17, 2025 | Based on 231,116,976 shares outstanding |
| 2024 Director Equity Grant | Grant Date | Shares | Vesting |
|---|---|---|---|
| Non-management directors (including Macnab if then in service) | May 15, 2024 | 5,516 | Immediate vesting |
| Ownership Guidelines | Requirement | Compliance Status |
|---|---|---|
| Non-employee Directors | Minimum beneficial ownership equal to 5x annual cash retainer; to be met within 6 years of election/appointment | All non-employee Directors are in compliance or not yet required by deadline |
- Hedging and pledging prohibited: Directors may not hedge, enter derivatives, purchase on margin, borrow against accounts holding IRT securities, or otherwise pledge IRT shares .
Governance Assessment
- Independence, attendance, and engagement: Macnab is independent, and Board-wide attendance met ≥75% thresholds; annual meeting attendance was universal—supportive of governance quality and engagement .
- Committee roles aligned to oversight: Investment and Risk roles place Macnab within capital allocation and enterprise risk oversight—areas consistent with his REIT leadership background .
- Compensation alignment: Director pay blends cash and equity; equity grants vest immediately and lack performance conditions, which is typical for directors but offers limited pay-for-performance linkage; 2025 equity grant increase to $100,000 signals emphasis on equity alignment .
- Ownership alignment and safeguards: Beneficial ownership disclosed; strict anti-hedging and anti-pledging policies; director ownership guidelines (5x cash retainer) with reported compliance status bolster alignment .
- Potential conflicts and red flags: Appointment occurred via a Cooperation Agreement with a shareholder (Argosy-Lionbridge), indicating investor engagement; Audit Committee oversees related-party reviews, and no specific related-party transactions involving Macnab are disclosed. Multiple outside boards are permitted under IRT’s policies that limit service on other boards, mitigating overboarding risk .